THE BYLAWS OF THE ASSOCIATION ON HIGHER EDUCATION AND DISABILITY
ARTICLE I: NAME
The legal name of organization is the Association on Higher Education And Disability (also referred to as AHEAD).
ARTICLE II: MEMBERSHIP
SECTION 1. INTRODUCTION: The Board of Directors may establish different classes of membership including memberships with voting right and membership without voting rights. AHEAD voting members are not legal fiduciaries and voting is limited to the powers contained in Article IV and XI. .
SECTION 2. ELIGIBILITY: The eligibility of an applicant for membership in any
category other than an honorary member shall be determined by the Chief Executive Officer (or designee) with appeal available to the Board of Directors.
ARTICLE III: MEETINGS
SECTION 1. FREQUENCY: Meetings of the Board of Directors take place no less than three times annually. One meeting shall coincide with the annual meeting of the Association.
A. A quorum of the board, for conducting business, will be constituted by a majority plus one (1).
B. Meetings of the Board may take place in person or via conference call, video-conference, or other manner in which there is the ability to immediately and dynamically communicate in a manner appropriate for conducting the business of the Association.
C. Input of the Board, including actions requiring a vote, may be solicited by video, email or phone. If a vote is being conducted by any method other than a meeting where all members attending the meeting can fully participate in the meeting, then all members of the Board must agree to the process.
D. The accessibility of all meetings will be ensured by the Board.
SECTION 2. NOTICE: Notice of pending meetings of the Board shall take place in sufficient time to allow participation by the membership but in any event no meeting will have less than ten days or more than sixty days notice.
SECTION 3. ANNUAL BUSINESS MEETING: A business meeting of the Association for members will take place at least once a year, generally during the first quarter of each fiscal year, for the purpose of reporting financial and other information to the membership and may take place in person or via conference call, video-conference, or other manner in which there is the ability to immediately and dynamically communicate in a manner appropriate for conducting the business of the Association.
A. A quorum at such meeting will be represented by those in attendance.
B. Decision on any votes requested by the Board and taken during this meeting will be represented by a plurality of the votes.
SECTION 4. CONSENTS: Board of Directors meetings held and actions taken without notice as provided for in these Bylaws shall be valid as each Board member entitled to notice (i) attends the meeting without protesting lack of notice either before or when such meeting convenes; or (ii) signs a written waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, either before or after the meeting. Such written consents or approvals are filed with the records of the meeting.
SECTION 5. AFFILIATES: Meetings of Regional Affiliates of the Association shall take place in accordance with guidelines established by each Affiliate and consistent with policies and mission of the Association.
SECTION 6. PRESIDENTIAL REPRESENTATION: The President of the Board is an ex-officio member of all committees.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1. ROLE OF BOARD OF DIRECTORS: Unless otherwise provided in the Articles or Bylaws, the oversight, strategic plan, budget and review of management of the Association shall be vested in the Board of Directors.
SECTION 2. ROLE OF EXECUTIVE COMMITTEE: The Executive Committee of the Board shall be comprised of the Officers of the Association, and the Chief Executive Officer serving as an ex-officio member.
A. The Executive Committee shall have full authority to conduct the affairs of the Association when an emergency precludes involving the entire Board.
B. Such authority must remain within the provisions of these By-laws and consistent with the By-laws and policies established by the Association.
SECTION 3. ROLE OF OFFICERS: The Officers of the Association shall be the President, President-Elect, Treasurer, Secretary, Equity Officer, and Immediate Past President (when applicable). The President or designee shall be responsible for the annual evaluation of the Chief Executive Officer with input from the Board.
SECTION 4. COMPOSITION: The Board of Directors shall be comprised of the Officers and Directors elected by the members or appointed by the sitting or in-coming President, with not more than 50 percent appointed. The Board may be composed of up to fourteen people. If the Board of Directors by majority vote finds that the Board would benefit from additional board members, then the Board may add up to another two people for a maximum of 16 board members. The Chief Executive Officer shall serve as an ex-officio and non-voting member of the Board of Directors.
SECTION 5. STAFF: The Chief Executive Officer functions as the chief staff representative of the Association and is responsible for the overall direction, implementation, and supervision of the business and programmatic affairs of the Association in accordance with the strategic plan and budget that is approved and formulated by the Board.
SECTION 6. PROCEDURE: Nominations, appointments and elections of Officers and Directors shall take place annually in accordance with procedures established and approved by the Board of Directors. The terms of the Directors and Officers will be staggered to ensure continuity of service to the Association.
SECTION 7. ELIGIBLITY TO SERVE AS A DIRECTOR OR OFFICER: All elected and appointed Officers and Directors shall be eligible voting members of the Association.
SECTION 8. ELECTIONS: Officers shall be elected annually by plurality of the members of the Association eligible and voting in an election. At least 50 percent of the Directors shall be elected by plurality vote of the members of the Association eligible and voting in an election – with the remaining Directors appointed by the individual who will be serving as President when the new Director takes office.
SECTION 9. TERM OF OFFICE. Directors shall be elected or appointed so that there are always three groups of approximately equal size, with their terms of service ending in consecutive years.
A. The term of office of President and President-Elect shall be each for a period of two years. At the completion of said two years the President-Elect shall become President and the President shall become Immediate Past President for one year.
B. All other Officers and Directors shall serve for a term of three years.
C. In the event of a vacancy in the office of President, the President-Elect shall assume the duties of President without prejudice to the ensuing term of office.
SECTION 11. TERM LIMITATION: Officers and Directors shall not serve more than two consecutive full terms in the same Office or Director position. A full term is defined as half or more of the position’s term.
SECTION 12. MEMBERSHIP REQUIREMENT: Officers and Directors shall be and must remain current and voting members of the Association while holding office.
SECTION 13. RESIGNATION: Any Officer or Director may resign at any time by giving written notice to the President or the full Board. Such resignation shall take effect at the time specified or, if no time is specified, at the time of acceptance by the President or the Board.
SECTION 14. APPOINTMENTS: The President shall appoint, with approval of the Board of Directors, a replacement to fulfill an Officer’s or Director’s remaining term.
SECTION 15. INVOLVEMENT: Officers and Directors are expected to attend all meetings of the Board. Any member of the Board who is unable to attend a meeting shall, in writing addressed to the President or Secretary, state the reason for his/her absence. Any Officer or Director who is absent from two consecutive regular meetings or three nonconsecutive regular meetings of the Board during a single term shall automatically vacate his/her position as an Officer or Director.
SECTION 16. COMPENSATION: No Officer or Director, other than the Chief Executive Officer, shall serve for compensation but may be reimbursed for actual, reasonable expenses incurred on official Association business.
ARTICLE V: COMMITTEES
SECTION 1. ESTABLISHMENT: The Association, at the direction of the President, with concurrence of the Board of Directors shall establish, maintain and dissolve committees as may be needed to conduct its business and activities. Chairs of each committee will be selected and appointed by the President and will be expected to report to a named and designated member of the Board of Directors.
A. Board liaisons are expected to serve as ex-officio members of the committees for which they bear responsibility.
SECTION 2. STANDING COMMITTEES: Standing committees will be named and exist at the pleasure of the Board.
SECTION 3. SPECIAL COMMITTEES: Special committees will be specifically charged by the Board and dismissed upon task completion.
ARTICLE VI: CONFLICT OF INTEREST
SECTION 1. DEFINITION: No member of the Association on Higher Education And Disability (AHEAD) Board of Directors or Staff shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation in AHEAD. Each individual shall disclose to AHEAD any personal interest which he or she may have in any matter pending before the organization and shall refrain from participation in any decision on such matter. Any member of AHEAD’s Board of Directors or Staff shall refrain from obtaining any list of AHEAD clients for personal or private solicitation purposes at any time during the term of their affiliation.
ARTICLE VII: ASSOCIATION MANAGEMENT
SECTION 1. ADMINISTRATION: The Association staff, budget and program will be administered by the Chief Executive Officer who is appointed by the Board of Directors.
ARTICLE VIII: REMOVAL
SECTION 1. OFFICER: Officers may be removed from the Board, with or without cause, by a two-thirds majority of the members voting by a manner consistent with that established for election of Officers and Directors.
SECTION 2. DIRECTORS: Directors may be removed by a majority vote of the Board of Directors.
ARTICLE IX: AUTHORITY
SECTION 1. BYLAWS: The Bylaws shall be the sole authority for the Association and shall supersede all other governing documents except the Articles of Incorporation.
ARTICLE X: INDEMNIFICATION
The Association may, by resolution of the Board, provide for indemnification by the Association of any and all of its Directors and Officers or former Directors and Officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties or a party by reason of having been Directors or Officers of the corporation, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. The Association may purchase insurance for such indemnification. Notwithstanding the above, where a court of competent jurisdiction finds upon application, that despite such adjudicated liability, but in view of all of the facts and circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnity for such expenses as the court considers just and proper, or in such cases as provided for under the applicable laws, indemnification shall be made.
ARTICLE XI: AMENDMENTS
SECTION 1. BYLAWS: Amendments to the Bylaws pertaining to Structure, Purpose, Executive Authority and Amendments may be initiated only by members of the Board.
A. Upon approval of a two-thirds vote at a meeting of the Board of Directors, the amendment shall be made available to the entire voting membership for consideration and approval.
B. Members shall be given thirty-day’s notice of a pending vote.
C. The Association may allow members to vote by mail or the Internet; each member may submit only one vote.
D. Upon two-thirds approval of those voting, the amendment shall become part of these Bylaws.
SECTION 2. ELIGIBILITY: Amendments to the Bylaws pertaining to matters other than those listed above may be initiated by any active voting member upon written presentation to the Board.
A. Upon a majority vote of the Board, the amendment shall become part of the Bylaws.
SECTION 3. PROCEDURE: The Board may make amendments to the Bylaws not requiring approval of the membership upon a majority vote at any meeting constituting a quorum.
ARTICLE XII DISSOLUTION
In the event that AHEAD is dissolved, assets remaining after all debts are paid will be put into an endowment from which scholarships will be funded for students with disabilities. The AHEAD Board will appoint trustees to administer these scholarships.
Amended February 10, 2020
Amended March 5, 2025